Tony West

About Tony West

Derek Anthony (Tony) West is Senior Vice President, Chief Legal Officer and Corporate Secretary of Uber Technologies, Inc., with over 30 years of public- and private-sector legal and governance experience. He is 59 years old and has served as an independent director of BXP since May 2023, currently sitting on the Compensation Committee. He graduated with honors from Harvard College and received a JD from Stanford Law School, where he served as President of the Stanford Law Review .

Past Roles

Organization	Role	Tenure	Committees/Impact
Uber Technologies, Inc.	SVP, Chief Legal Officer & Corporate Secretary	2017–present	Leads global Legal, Compliance, Ethics, and Security functions
PepsiCo	General Counsel, Corporate Secretary & EVP of Public Policy & Government Affairs	2014–2017	Senior legal and public policy leadership
U.S. Department of Justice	Associate Attorney General of the United States	2012–2014	Executive management and risk oversight in federal government
U.S. Department of Justice	Assistant Attorney General (Civil Division)	2009–2012	Led Civil Division; governance and policy oversight
Morrison & Foerster LLP	Litigation Partner	2001–2009	Private practice leadership
California DOJ	Special Assistant Attorney General	1999–2001	State-level legal leadership
U.S. Attorney’s Office, N.D. California	Assistant U.S. Attorney	1994–1999	Federal prosecution; risk oversight
U.S. DOJ	Special Assistant to the Deputy Attorney General	1993–1994	Policy and governance support

External Roles

Organization	Role	Tenure	Notes
Ro (private healthcare company)	Director	2020–present	Direct-to-patient healthcare oversight
Khosla Ventures Acquisition Co.	Director	2021–2023	SPAC directorship (former)
NAACP Legal Defense and Educational Fund	Board member	Not disclosed	Community leadership
Other Public Company Boards	Current: None; Former (past 5 years): None	—	Per BXP’s summary table; note biography lists KV Acquisition Co. (SPAC)

Board Governance

Independence: The Board concluded West qualifies as an independent director under NYSE rules .
Committee: Compensation Committee member; committee held 8 meetings in 2024 .
Attendance: Each director attended more than 75% of Board and committee meetings in 2024; directors, in aggregate, attended more than 95% .
Executive sessions: Independent directors meet regularly in executive session without management .
Overboarding policy: Non-employee directors limited to ≤3 other public boards; BXP executives to ≤1 other public board .

Fixed Compensation

Component	Amount/Detail	Source
Annual Board cash retainer	$85,000 per non-employee director
Committee chair/member cash retainers	Audit Chair $20,000; Audit Member $15,000; Compensation Chair $15,000; Compensation Member $10,000; NCG Chair $15,000; NCG Member $10,000; Sustainability Chair $15,000; Sustainability Member $10,000
Lead Independent Director retainer (if applicable)	$50,000
Meeting fees	None (no per-meeting fees)
Tony West — Fees earned (2024)	$95,000

Performance Compensation

Equity Element	Grant Value/Structure	Grant Date	Quantity	Vesting
Annual director equity grant	Fixed $165,000 value in restricted stock and/or LTIP units	Fifth business day after annual meeting (May 30, 2024)	2,835 total units/shares	100% on earlier of 1-year anniversary or next annual meeting
Tony West — Stock awards (2024)	$156,750
Tony West — Unvested equity outstanding at 12/31/2024	LTIP Units: 1,417; Common Stock: 1,418	—	2,835 total	Standard annual director vesting

Notes: Directors may elect mix of restricted stock and LTIP units. LTIP units are profits interests that reach parity with common stock over time; directors’ time-based LTIPs receive regular distributions equal to common unit dividends .

Other Directorships & Interlocks

Category	Detail	Source
Current public company boards	None
Former public company boards (past 5 years)	None per BXP summary; biography notes Khosla Ventures Acquisition Co. (2021–2023)
Private/other boards	Ro (Director since 2020); NAACP LDF board member
Interlocks/transactions	Compensation Committee interlocks: None; no Item 404 related party relationships for 2024 Compensation Committee members (includes West)

Expertise & Qualifications

Legal, governance, public policy, risk oversight, and executive management experience across DOJ and large-cap corporates (PepsiCo, Uber) .
Financial literacy; corporate governance; technology industry exposure .
Education: Harvard College (honors); Stanford Law School (JD; Law Review President) .

Equity Ownership

Metric	Value	Source
Shares beneficially owned (includes DSUs convertible within 60 days)	7,207 shares (<1% of outstanding)
Shares and units beneficially owned (includes LTIP/common units)	8,624 (<1% of combined shares+units)
Breakdown (West)	Common Stock: 4,808; Deferred Stock Units: 2,399; LTIP Units: 1,417
DSUs earned during 2024 (credited from deferred fees)	1,358.04 units
Director stock ownership guideline	5x annual cash retainer; until met, retain equity net of taxes
Anti-hedging/anti-pledging policy	Company policy prohibits hedging, pledging, and short sales

Say-on-Pay & Shareholder Feedback

Year	For	Against	Abstain	Broker Non-Votes	Source
2025	123,529,793	15,365,180	1,339,155	5,459,526
2024	92,860,514	44,793,229	834,992	6,082,886

Compensation Committee Analysis

Aspect	Detail	Source
Committee composition (2024)	Joel I. Klein (Chair), Bruce W. Duncan, Timothy J. Naughton, William H. Walton III, Derek Anthony (Tony) West
Meetings held (2024)	8
Independence	All members independent under NYSE rules
Advisor	FW Cook engaged as independent compensation advisor for executive compensation benchmarking and program design
Interlocks/Item 404	No relationships requiring Item 404 disclosure for 2024 Compensation Committee members

Related Party Transactions (Conflicts)

No related-party transactions requiring Item 404 disclosure for Compensation Committee members, including West, in 2024 .
Independence determinations: West is independent; Board disclosed immaterial relationships for certain directors (Klein, Duncan, Naughton) with commercial counterparts; no such disclosure for West .

Governance Assessment

Alignment: West defers cash fees into DSUs (1,358.04 in 2024), indicating long-term equity alignment; annual equity awards with holding/vesting discipline and a director ownership guideline of 5x retainer support alignment .
Effectiveness: Legal and policy background strengthens compensation oversight and risk management; Compensation Committee operates with independent advisor (FW Cook) and independent membership .
Independence and conflicts: Independent under NYSE rules; no Item 404 related-party issues; anti-hedging/pledging policies reduce misalignment risk .
Shareholder signals: Say-on-pay support improved in 2025 versus 2024, with materially higher “For” votes (counts shown above), reflecting positive momentum in compensation oversight .

RED FLAGS: None disclosed specific to West. No pledging/hedging reported; no related-party transactions; overboarding risk appears limited (no current public company boards beyond BXP; full-time Uber role monitored under BXP’s overboarding policy) .

Additional Policies: Regular executive sessions of independent directors; robust director evaluation and refreshment philosophy; majority voting standard with resignation policy enhances accountability .